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f8kblackout.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):  June 27, 2008
 

 
Commission
File Number
 
 
Registrant, State of Incorporation,
Address and Telephone Number
 
I.R.S. Employer
Identification
Number
         
         
001-32206
 
GREAT PLAINS ENERGY INCORPORATED
 
43-1916803
   
(A Missouri Corporation)
   
   
1201 Walnut Street
   
   
Kansas City, Missouri  64106
   
   
(816) 556-2200
   
         
   
NOT APPLICABLE
   
(Former name or former address,
if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
(17 CFR 240.14d-2(b))
   
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 
Item 5.04
Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On June 27, 2008, Great Plains Energy Incorporated (“Great Plains Energy”) provided notice to its directors and executive officers that activity in the Aquila, Inc. (“Aquila”) common stock fund (the “Fund”) of the Aquila Retirement Investment (401(k)) Plan (the “Plan”) will be closed temporarily to any transactions.  The blackout period in the Plan is currently expected to begin during the week of July 6, 2008 and end during the week of July 20, 2008, although such dates are only estimates and may change, as described below.  The notice further informs Great Plains Energy directors and executive officers that during the portion of such blackout period which occurs following the effective time of the anticipated merger (the “Merger”) involving Aquila and Gregory Acquisition Corp. (pursuant to which Aquila will become a wholly-owned subsidiary of Great Plains Energy), which is currently expected to occur during the week of July 13, 2008, the Great Plains Energy directors and executive officers will be generally prohibited from engaging in transactions involving Great Plains Energy common stock acquired in connection with their service to Great Plains Energy, pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002.  A copy of the notice is attached as Exhibit 99.1 and incorporated herein by reference.

The blackout period and trading prohibition described in the preceding paragraph are being implemented in connection with the anticipated effective time of the Merger.  The actual timing of the Merger will depend on, among other things, the timing and content of a ruling by the Missouri Public Service Commission with respect to whether, and on what conditions, the Merger may occur, and the satisfaction or waiver of all other closing conditions.  While the notice of the blackout period assumes that such ruling will occur on July 1, 2008, and will not contain conditions which prevent completion of the Merger, Great Plains Energy recognizes that there is no assurance as to the timing or content of the commission's ruling or the satisfaction or waiver of all other closing conditions and that, consequently, the blackout period and trading restrictions described in the preceding paragraph may not occur or may occur on different dates than those currently anticipated.

At the effective time of the Merger, each outstanding share of Aquila common stock will be converted into the right to receive 0.0856 shares of Great Plains Energy common stock and $1.80 in cash.  Also at the effective time of the Merger, the Plan will become a plan sponsored by a member of the group of companies that includes Great Plains Energy.  The blackout period with respect to the Plan is necessary to ensure that all Aquila common stock transactions in the Fund are fully completed before the effective time of the Merger and so that, after the effective time of the Merger, the administrator of the Plan can process the exchange of Aquila common stock for Great Plains Energy common stock and cash.  The corresponding trading restrictions are required in order to comply with Section 306 of the Sarbanes-Oxley Act of 2002, which generally provides that if participants in a 401(k) or similar plan are unable to engage in transactions with respect to shares of the issuer held in the plan for a period of more than three business days, the directors and officers of that issuer are prohibited from acquiring or disposing of shares of the issuer, to the extent their ownership of those shares is attributable to their service with the issuer.

Directors and executive officers of Great Plains Energy may obtain information as to whether the blackout period has begun or ended, without charge, by contacting Mark G. English, General Counsel and Assistant Secretary, by telephone at (816) 556-2200 or in writing at Great Plains Energy, 1201

 
Walnut, Kansas City, MO 64106.  Security holders or other interested persons may obtain, without charge, during the blackout period and for a period of two years after the ending date of the blackout period, the actual beginning and ending dates of the blackout period by contacting Mark G. English, General Counsel and Assistant Secretary, by telephone at (816) 556-2200 or in writing at Great Plains Energy, 1201 Walnut, Kansas City, MO 64106.

 
Item 9.01
 
Financial Statements and Exhibits
   
(d) Exhibit No.
 
   
99.1
Notice to Directors and Officers Concerning Limitations on Trading in Great Plains Energy Common Stock.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
GREAT PLAINS ENERGY INCORPORATED
   
   
   
 
/s/ Terry Bassham
 
Terry Bassham
 
Executive Vice President- Finance & Strategic Development and Chief Financial Officer



Date: June 27, 2008.


ex99.htm
Exhibit 99.1

 
Important Notice Concerning Limitations on Trading in Great Plains Energy Common Stock
 

1. This notice is to inform you that activity in the Aquila, Inc. (“Aquila”) common stock fund (the “Fund”) of the Aquila Retirement Investment (401(k)) Plan (the “Plan”) will be closed temporarily to any transactions.  This closure, or "blackout period" is being implemented in connection with the anticipated effective time of the merger (the “Merger”) involving Aquila and Gregory Acquisition Corp., pursuant to which Aquila will become a wholly-owned subsidiary of Great Plains Energy Incorporated (“Great Plains Energy”).  At the effective time of the Merger, each outstanding share of Aquila common stock will be converted into the right to receive 0.0856 shares of Great Plains Energy common stock and $1.80 in cash. The blackout period in the Plan is necessary to ensure that all Aquila common stock transactions in the Fund are fully completed before the effective time of the Merger and so that, after the effective time of the Merger, the administrator of the Plan can process the exchange of Aquila common stock for Great Plains Energy common stock and cash.

2.  Due to the occurrence of the Merger, at and after the effective time the Plan will be sponsored by a member of the group of companies that include Great Plains Energy.  Section 306 of the Sarbanes-Oxley Act of 2002 generally provides that if participants in a 401(k) or similar plan are unable to engage in transactions with respect to shares of the issuer held in the plan for a period of more than three business days, the directors and officers of the issuer are similarly prohibited from acquiring or disposing of shares of the issuer, to the extent their ownership of those shares is attributable to their service with the issuer.  Since the Plan will be a Great Plains Energy plan after the Merger and since the blackout period is expected last for more than three business days after the Merger, there will be a corresponding blackout period applicable to the Great Plains Energy directors and executive officers (the "trading blackout period").  During this corresponding trading blackout period, Great Plains Energy directors and executive officers will be generally prohibited from engaging in transactions involving Great Plains Energy common stock acquired in connection with their service to Great Plains Energy.  The blackout period with respect to the Plan is currently expected to begin during the week of July 6, 2008 and end during the week of July 20, 2008. The corresponding trading blackout period will be in effect for the portion of the Plan blackout period that occurs after the effective time of the Merger, which is currently anticipated to be during the week of July 13, 2008.  During these weeks, you can determine whether the trading blackout period has started or ended by contacting Mark G. English, General Counsel and Assistant Secretary by telephone at (816) 556-2200 or in writing at Great Plains Energy, 1201 Walnut, Kansas City, MO 64106.  The actual timing of the Merger will depend on, among other things, the timing and content of a ruling by the Missouri Public Service Commission with respect to whether, and on what conditions, the Merger may occur, and on the satisfaction or waiver of all other closing conditions.  While the notice of the blackout period assumes that such ruling will occur on July 1, 2008, and will not contain conditions which prevent completion of the Merger, Great Plains Energy recognizes that there is no assurance as to the timing or content of the commission's ruling and that, consequently, the blackout period and trading restrictions described in this notice may not occur or may occur on different dates than those currently anticipated.
 
3.  Generally, during the trading blackout period, you are prohibited from directly or indirectly purchasing equity securities of Great Plains Energy and from selling or otherwise transferring any equity security of Great Plains Energy that you acquired in connection with your service as an executive officer or director.  “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are



 
not limited to those involving your direct ownership of Great Plains Energy common stock, but include any transaction in which you have a pecuniary interest.
 
4. The prohibition covers securities acquired “in connection with service as a director or employment as an executive officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant) or as a direct or indirect inducement to employment or joining the Great Plains Energy Board of Directors. Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares (and thus subject to the trading blackout period) unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
 
5. If you engage in a transaction that violates these trading blackout period rules, you can be required to disgorge your profits from the transaction and you could be subject to other penalties. The rules summarized above are complex and there are limited exemptions from the restrictions described in this notice. If you have any questions concerning this notice, you should contact Mark G. English, General Counsel and Assistant Secretary, by telephone at (816) 556-2200 or in writing at Great Plains Energy, 1201 Walnut, Kansas City, MO 64106.